OFFERING AND SALE OF THE SHARES Sample Clauses

OFFERING AND SALE OF THE SHARES. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) two years after the initial Effective Date of the Registration Statement and (y) at the Company’s election, the date until which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (2) the acceptance by the Company of subscriptions for 151,315,789 Shares; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st date following the initial Effective Date; (4) the termination of the effectiveness of the Registration Statement, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st day following the initial Effective Date; and (5) the liquidation or dissolution of the Company (such period being the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be determined, from time to time, by the Dealer Manager upon prior consultation with the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept Subscription Agreements (as defined in Section 6(d))based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer M...

OFFERING AND SALE OF THE SHARES. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby appoints you as its exclusive Dealer Manager to solicit and to cause other dealers (as described in Section 2(a) hereof) to solicit subscriptions for the Shares at the subscription price to be paid and otherwise upon the other terms and conditions set forth in the Prospectus and in the Subscription Agreement, and you agree to use your best efforts as such Dealer Manager to procure subscribers for the Shares, during the period commencing with the Effective Date and ending on the Termination Date (the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be decided by the mutual agreement, from time to time, of you and the Company. In the absence of such mutual agreement, the Company shall, subject to the provisions of Section 2(b) hereof accept Subscription Agreements based upon a first-come, first accepted reservation or other similar method.

OFFERING AND SALE OF THE SHARES. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby appoints the Dealer Manager as its exclusive dealer manager to offer, and to cause Soliciting Dealers (as defined in Section 3(a) hereof) to offer, on a reasonable “best efforts” basis, the Shares on the terms and conditions set forth in the Prospectus and in the Subscription Agreement. The Dealer Manager hereby agrees to act as dealer manager during the period commencing with the Effective Date and ending on the Termination Date (the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer shall be decided by the mutual agreement, from time to time, of the Dealer Manager and the Company. In the absence of mutual agreement, the Company shall, subject to the provisions of Section 3(b) hereof, accept Subscription Agreements based upon a first come, first accepted reservation or other similar method. Nothing contained in this Section 3 shall be construed to impose upon the Company the responsibility of assuring that prospective purchasers meet the suitability standards contained in the Prospectus or to relieve the Dealer Manager or any Soliciting Dealer of the responsibility of complying with any rules promulgated by FINRA or, if applicable, the laws of any foreign jurisdiction.

OFFERING AND SALE OF THE SHARES. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. Unless this Agreement is earlier terminated pursuant to Section 10, the Dealer Manager shall use such reasonable best efforts during the Offering Period (as defined below).

OFFERING AND SALE OF THE SHARES. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby appoints you as its exclusive Dealer Manager to solicit and to cause other dealers (as described in Section 2(a) hereof) to solicit subscriptions for the Shares at the subscription price to be paid and otherwise upon the other terms and conditions set forth in the Prospectus and in the Subscription Agreement. You agree to use your best efforts to procure subscribers for the Shares, during the period commencing with the Effective Date (as defined in Section 9(a)(i) hereof) and ending on the Termination Date (the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer (as defined below) may be decided by the mutual agreement, from time to time, of you and the Company. In the absence of mutual agreement, the Company shall, subject to the provisions of Section 2(b) hereof, accept Subscription Agreements based upon a first come, first accepted reservation or other similar method. Nothing contained in this Section 2 shall be construed to impose upon the Company the responsibility of assuring that prospective purchasers meet the suitability standards contained in the Prospectus or to relieve you or any Soliciting Dealer of the responsibility of complying with the rules of the NASD or, if applicable, Canadian provincial and territorial securities laws.

OFFERING AND SALE OF THE SHARES. (a) On the basis of the representations, warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, you are hereby appointed the non-exclusive placement agent of the Company during the term herein specified (the "Offering Period") for the purpose of finding subscribers for the Shares on a best-efforts basis for the account of the Company at the Offering Price through a private offering (the "Offering") to an unlimited number of "accredited investors" (as such term is defined in Rule 501 of Regulation D)("Accredited Investors") pursuant to and in accordance with the Act. Subject to the performance by the Company of all its obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use your best efforts during the Offering Period to find subscribers for Shares at the Offering Price. Your agency hereunder, which is terminable as provided in Section 11 hereof, shall terminate at 11:59 p.m., Houston, Texas time, on December 31, 2003; provided that such termination date (the "Termination Date") may be extended by mutual written agreement of the parties until January 31, 2004. (b) Each Investor desiring to purchase Shares will be required to: (i) complete, execute, and deliver to you an executed copy of (a) a Subscription Agreement between the Investor and the Company, in the form attached as EXHIBIT A hereto (the "Subscription Agreement"), and (b) an Investor Questionnaire, in the form attached as EXHIBIT D hereto, and (ii) deliver to you payment for such subscription in the form of a check payable to the order of "TAG-IT PACIFIC - ESCROW ACCOUNT" or a wire transfer of immediately available funds in the amount that the Investor desires to purchase. Any payment you receive that does not conform to this requirement will be returned to an Investor by the end of the next business day following receipt. Upon receipt, you shall hold all such Subscription Agreements and Investor Questionnaires for safekeeping and immediately forward all funds delivered to you to the Escrow Agent. The Escrow Agent, upon receipt of such funds, will hold the funds in an escrow account pursuant to the Escrow Agreement. You shall promptly forward each executed Subscription Agreement received to the Company for acceptance or rejection together with a schedule setting forth the n...

OFFERING AND SALE OF THE SHARES. Upon the terms and subject to the conditions set forth in this Agreement, the Master Fund hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Selected Dealers (as defined in Section 3(a), below) to solicit subscriptions for Shares of the Feeder Funds. Upon the terms and subject to the conditions set forth in this Agreement, the Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its best efforts to sell or cause to be sold the Shares in such quantities and to such persons in accordance with such terms as are set forth in this Agreement and the Prospectus and the Registration Statement for each Feeder Fund in which Shares are then being offered. The Dealer Manager shall do so during the period commencing on the initial Effective Date of the offering of Shares of each Feeder Fund and ending on the earliest to occur of the following: (1) the later of (x) one year after the initial Effective Date of the Feeder Fund’s Registration Statement and (y) at the Feeder Fund’s election, the date on which the Feeder Fund is permitted to extend the offering of its Shares in accordance with the rules of the Commission; (2) the acceptance by the Feeder Fund of subscriptions for the maximum number of Shares in its offering; (3) the termination of its offering by the Feeder Fund, which the Feeder Fund shall have the right to terminate in its sole and absolute discretion at any time; (4) the termination of the effectiveness of the Feeder Fund’s Registration Statement; and (5) the liquidation or dissolution of the Feeder Fund (such period being the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Selected Dealer in a Feeder Fund’s offering may be determined by mutual agreement, from time to time, by the Dealer Manager and the Master Fund. In the absence of such determination, the Feeder Fund will, subject to the provisions of Section 3(b), below, accept Subscription Agreements based upon a first-come, first-accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares of a Feeder Fund for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as each Feeder Fund’s agent and not as an underwriter or principal.

OFFERING AND SALE OF THE SHARES. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby appoints you as its exclusive Dealer Manager to solicit and to cause other dealers (as described in Section 2(a) hereof) to solicit subscriptions for the Shares at the subscription price to be paid and otherwise upon the other terms and conditions set forth in the Prospectus and in the Subscription Agreement, and you agree to use your best efforts as such Dealer Manager to procure subscribers for the Shares, during the period commencing with the Effective Date and ending on the Termination Date (the “Offering Period”).

OFFERING AND SALE OF THE SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company appoints you as its exclusive agent to effect sales of the Shares for the account of the Company at the offering price of $2.46 per Share and upon the other terms and conditions set forth herein and in the Offering Circular, and you agree to use your best efforts as such agent to sell the Shares during the term of this Agreement upon the terms and conditions set forth herein and in the Offering Circular. As compensation for your services hereunder, the Company will, at the Closing (as hereinafter defined), pay Equitrade commissions of $0.1476 per Share (i.e., 6% percent of the gross proceeds of the offering) resulting from the sale of Shares pursuant to the offering contemplated herein. Your appointment shall commence upon the date of the execution of this Agreement, and shall continue for a period (such period, including any extension thereof as hereinafter provided, being herein called the "Offering Period") of 30 days (and for a period of up to 30 additional days if extended by agreement of the Company and you), unless all of the Shares have previously been subscribed for. The parties hereto specifically acknowledge the past role of a company called Select Capital Advisors ("Select"). In a prior offering circular, as well as the initial filing of the Form 10-SB with the U. S. Securities Exchange Commission ("Commission"), the original agreement between the issuer and Select was disclosed as a material agreement. The Commission raised substantial concerns about the role of Select because the company is not an NASD member firm, nor is the company registered with the Commission as a broker-dealer/ underwriter and, as such, it is not authorized to sale securities in the United States. The prior agreement between Aztek and Select is null and void. The issuer herein recognizes and acknowledges Select has extended considerable time, effort and funds on its behalf. Aztek agrees reimburse Select for expenses in an amount not to exceed $40,000.00 (Forty Thousand Dollars). Said reimbursement shall be paid from current or future revenues of the Company and not from the proceeds of the instant offering. Under no circumstances shall Select execute any trades or sales of the Company's securities in connection with the instant offering. The issuer believes the investors will be comprised of natural persons or corporate e...

OFFERING AND SALE OF THE SHARES. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Managers as its agents and exclusive distributors to solicit and, subject to Section 3(b), to retain the Soliciting Dealers (as defined in Section 3(b)) to solicit subscriptions for the Primary Shares at the subscription price to be paid in cash. The Dealer Managers hereby accept such agency and exclusive distributorship and agree to use their reasonable best efforts to sell or cause to be sold the Primary Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. Subject to Section 3(a), the Dealer Managers shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) sixty (60) days after the initial Effective Date of the Registration Statement, (2) the acceptance by the Company of subscriptions for 8,800,000 Primary Shares; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time; (4) the termination of the effectiveness of the Registration Statement; (5) the closing of the Offering following the acceptance by the Company of subscriptions for a minimum of 5,400,000 Primary Shares; and (6) the liquidation or dissolution of the Company (such period being the “Offering Period”).